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Bell Receives Competition Bureau Clearance For Astral Transaction

Bell to retain 8 key pay and specialty TV services, 77 radio stations, and Astral's national out-of-home advertising business

Corus to acquire 6 TV services, as well as 2 radio stations, for $400.6 million

MONTREAL,
March 4, 2013 /CNW Telbec/ - BCE Inc. (Bell) today received Competition Bureau clearance for the transaction that will join Astral Media with Bell Media. The transaction also requires approval by the Canadian Radio-television and Telecommunications Commission (CRTC).

The Competition Bureau's announcement is the result of an agreement under which Bell will sell a number of Astral TV services. Bell Media will retain 8 Astral TV services: the French-language SuperÉcran, CinéPop, Canal Vie, Canal D, VRAK TV, and Z Télé, and English-language services The Movie Network, which includes HBO Canada, and TMN Encore.

Major TV brands in Québec and across Canada, these high-quality pay and specialty TV services are key to Bell Media's commitment to deliver the best content across multiple platforms in innovative new ways. The retained channels, along with retained radio and Astral's out-of-home advertising business, represent approximately 77% of Astral's EBITDA (earnings before interest, taxes, depreciation and amortization).

"This positive news from the Competition Bureau is a major step forward in uniting Astral and Bell Media and delivering on our promise to grow investment and competition in Canadian broadcasting," said
George Cope, President and CEO of BCE Inc. and
Bell Canada. "This decision preserves the tremendous value the transaction represents to consumers, the Canadian media community, and Astral and Bell shareholders."

The divestitures respond to public interest concerns, including TV viewership share, identified by the CRTC in its
October 18 decision rejecting Bell's original application seeking approval of the Astral transaction. Bell's new application to the CRTC was filed on
November 19 and later amended to reflect further divestitures. Overall, the divestitures will result in Bell Media having a French-language viewing share of 23.0%, below competitor Québecor's 30.5% share. In English-language viewership, Bell Media will have a 35.7% share, 2.0% more than Bell Media's current share.

"The commitment to broadcasting investment and innovation by Astral and Bell Media, and Corus's further expansion into the Québec marketplace, underscores the growing competitiveness in the Canadian broadcasting industry," said
Kevin Crull, President of Bell Media. "We now look forward to demonstrating the many benefits of the transaction to the CRTC and all Canadians."

Under both the consent agreement with the Competition Bureau and the amended filing with the CRTC, Bell has committed to sell the following TV assets:

Corus will acquire Astral's share of 6 TV joint ventures: the bilingual Teletoon/Télétoon service, English-language Teletoon Retro and Cartoon Network (Canada), and French-language Télétoon Rétro, Historia and Séries+. Corus will also acquire two Astral radio stations in Ottawa - CKQB-FM and CJOT-FM - as part of Bell's radio divestitures required under the CRTC's radio ownership policies. Valued at a total of $400.6 million, the Corus transaction is also subject to applicable regulatory approvals.

Bell will also sell the English-language Family (including Disney Junior English) and Disney XD services, and the French-language Disney Junior, Musimax and MusiquePlus services, through an auction process that is now under way.